2019 Annual Meeting • Proxy Statement American Electric Power 1 Riverside Plaza Columbus, OH 43215

Notice of 2019 Annual Meeting • Proxy Statement American Electric Power 1 Riverside Plaza Columbus, OH 43215 Nicholas K. Akins Chairman of the Board and Chief Executive Officer March 13, 2019 Dear Shareholders: This year’s annual meeting of shareholders will be held at The Omni Hotel, 900 North Shoreline Blvd., Corpus Christi, Texas on Tuesday, April 23, 2019, at 9:00 a.m. Central Standard Time. Your Board of Directors and I cordially invite you to attend. Registration will begin at 8:00 a.m. Only shareholders who owned shares on the record date, February 25, 2019, are entitled to vote and attend the meeting. To attend the meeting, you will need to present an admission ticket or the notice you received. If your shares are registered in your name, and you received your proxy materials by mail, your admission ticket is attached to your proxy card. A map and directions are printed on the admission ticket. If your shares are registered in your name and you received your proxy materials electronically via the Internet, you will need to print an admission ticket after you vote by clicking on the “Options” button. If you hold shares through an account with a bank or broker, you will need to contact them and request a legal proxy, or bring a copy of your statement to the meeting that shows that you owned the shares on the record date. Each ticket will admit a shareholder and one guest. We are mailing to many of our shareholders a notice of Internet availability instead of a paper copy of the proxy materials. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how shareholders can receive a paper copy of our proxy materials, including this proxy statement, our 2018 Annual Report and a form of proxy card or voting instruction card. During the course of the meeting there will be the usual time for discussion of the items on the agenda and for questions regarding AEP’s affairs. Directors and officers will be available to talk individually with shareholders before and after the meeting. Your vote is very important. Shareholders of record can vote in any one of the following three ways: • By Internet, at www.envisionreports.com/AEP • By toll-free telephone at 800-652-8683 • By completing and mailing your proxy card if you receive paper copies of the proxy materials If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record that you must follow in order for you to vote your shares. If you have any questions about the meeting, please contact Investor Relations, American Electric Power Company, 1 Riverside Plaza, Columbus, Ohio 43215. The telephone number is 800-237-2667. Sincerely, NOTICE OF 2019 ANNUAL MEETING American Electric Power Company, Inc. 1 Riverside Plaza Columbus, Ohio 43215 TIME .................... 9:00 a.m. Central Standard Time on Tuesday, April 23, 2019 PLACE ................... TheOmni Hotel 900 North Shoreline Blvd Corpus Christi, TX ITEMS OF BUSINESS ...... (1) Toelect the 13 directors named herein to hold office until the next annual meeting and until their successors are duly elected. (2) To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year 2019. (3) To approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate preemptive rights. (4) To hold an advisory vote on executive compensation. RECORD DATE ........... Only shareholders of record at the close of business on February 25, 2019 are entitled to notice of and to vote at the meeting or any adjournment thereof. ANNUAL REPORT ........ Appendix A to this proxy statement has AEP’s audited financial statements, management’s discussion and analysis of results of operations and financial condition and the report of the independent registered public accounting firm. PROXY VOTING .......... Itisimportant that your shares be represented and voted at the meeting. Please vote in one of these ways: (1) MARK, SIGN, DATE AND PROMPTLY RETURN your proxy card if you receive paper copies of the proxy materials. (2) CALL TOLL-FREE by telephone at 800-652-8683. (3) VISIT THE WEB SITE shown on the notice of Internet availability of proxy materials to vote via the Internet. If your shares are held in the name of a bank, broker or other holder of record, please follow the instructions from the holder of record in order to vote your shares. Any proxy may be revoked at any time before your shares are voted at the meeting. March 13, 2019 David M. Feinberg Secretary TABLE OF CONTENTS Proxy and Voting Information .............................................................. 1 Item 1: Election of Directors ................................................................ 3 AEP’s Board of Directors and Committees .................................................. 13 Corporate Governance ................................................................... 15 Directors ............................................................................. 15 Board Oversight ....................................................................... 22 Director Compensation .................................................................. 28 Item 2: Proposal to Ratify Appointment of Independent Registered Public Accounting Firm ............. 31 Item 3: Amendment to Our Certificate of Incorporation to Eliminate Preemptive Rights ................ 33 Item 4: Advisory Vote on Executive Compensation .............................................. 36 Compensation Discussion and Analysis ....................................................... 38 Executive Summary .................................................................... 38 Overview ............................................................................. 41 Compensation Peer Group ............................................................... 43 Executive Compensation Program Detail .................................................... 44 Annual Incentive Compensation ........................................................... 45 Long-Term Incentive Compensation ....................................................... 48 Other Compensation Information .......................................................... 52 Human Resources Committee Report ......................................................... 53 Executive Compensation ................................................................... 56 Summary Compensation Table ............................................................ 56 Grants of Plan-Based Awards for 2018 ...................................................... 58 Outstanding Equity Awards at Fiscal Year-End for 2018 ....................................... 59 Option Exercises and Stock Vested for 2018 ................................................. 61 Pension Benefits for 2018 ................................................................ 62 Nonqualified Deferred Compensation for 2018 ............................................... 65 Potential Payments Upon Termination of Employment or Change in Control ....................... 66 Share Ownership of Directors and Executive Officers ............................................ 77 Section 16(a) Beneficial Ownership Reporting Compliance ....................................... 78 Share Ownership of Certain Beneficial Owners ................................................. 78 Shareholder Proposals and Nominations ...................................................... 78 Exhibit A: Reconciliation of GAAP and Non-GAAP Financial Measures ............................ 81 Exhibit B: Form of Amendment to Restated Certificate of Incorporation ............................ 82 Exhibit C: Section 623 of New York Business Corporation Law .................................... 83 Proxy Statement March 13, 2019 Proxy and Voting Information A notice of Internet availability of proxy materials or paper copy of this proxy statement, our 2018 Annual Report and a form of proxy or voting instruction card is first being mailed or made available to shareholders on or about March 13, 2019, in connection with the solicitation of proxies by the Board of Directors of American Electric Power Company, Inc., 1 Riverside Plaza, Columbus, Ohio 43215, for the annual meeting of shareholders to be held on April 23, 2019 in Corpus Christi, Texas. We use the terms “AEP,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to American Electric Power Company, Inc. and, where applicable, its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on December 31. Who Can Vote. Only the holders of shares of AEP common stock at the close of business on the record date, February 25, 2019, are entitled to vote at the meeting. Each such holder has one vote for each share held on all matters to come before the meeting. On that date, there were 493,287,558 shares of AEP common stock, $6.50 par value, outstanding. How You Can Vote. Shareholders of record can give proxies by (i) mailing their signed proxy cards; (ii) calling a toll-free telephone number; or (iii) using the Internet. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been properly recorded. Instructions for shareholders of record who wish to use the telephone or Internet voting procedures are set forth on the proxy

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